Deals – 23 December 2014

Allens is also advising CCCC International Holdings in respect of its proposed acquisition of John Holland, one of Australia’s leading engineering and contracting services providers, from Leighton Holdings. CCCI is a wholly-owned subsidiary of China Communications Construction Company, a company listed on the Hong Kong and Shanghai stock exchanges and the fourth largest construction company in the world by revenue. CCCI has agreed to acquire John Holland from Leighton Holdings for an enterprise value of approximately A$1.15 billion (US$936.33m). CCCI views John Holland as an important acquisition representing significant progress in its international development strategy, in light of its strong competence in road, rail, tunnelling, water, building and especially transportation services in Australia. Partner Wendy Rae, supported by partners Tom Story and Anthony Arrow, is leading the transaction which was announced on 12 December 2014 and is subject to customary closing conditions. Herbert Smith Freehills is advising Leighton Holdings.

Appleby has advised Dalian Wanda Commercial Properties Co Ltd in respect of its planned listing on the Main Board of the HKSE. A joint stock limited company incorporated in the People’s Republic of China, Dalian Wanda is the largest commercial property developer and luxury hotel owner in China. The firm provided offshore opinions on Bermuda, BVI and Jersey laws to support Dalian Wanda’s listing application. The firm previously advised Dalian Wanda in respect of the listing of US$600 million 4.875 percent guaranteed bonds due 2018 listed on the Main Board of the HKSE on 22 November 2013. Hong Kong-based corporate partner Judy Lee led the transaction whilst Reed Smith Richards Butler advised as to HK law and Tianyuan Law Firm advised as to PRC law.

AZB & Partners has advised ASL Aviation Group in respect of its acquisition of the Farnair Group, including its Indian subsidiary Quikjet Cargo Airlines Private Ltd. Partner Nandish Vyas led the transaction which was completed on 3 / 4 December 2014.

AZB & Partners is also advising UFO Moviez India Ltd in respect of its IPO which was announced on 19 December 2014 and is yet to be completed. Partner Varoon Chandra is leading the transaction which was valued at approximately US$118.5 million.

Clayton Utz is advising Otto Energy Ltd in respect of its divestment of 100 percent of the shares in Galoc Production Company WLL (GPC) to Nido Petroleum Ltd for US$108 million. GPC is the holder of Otto’s 33 percent interest in the Galoc oil field. Perth corporate advisory/M&A partner Matthew Johnson is leading the transaction.

Clayton Utz is also advising ASX-listed uranium miner Peninsula Energy Ltd in respect of its A$69.4 million (US$56.5m) equity and debt funding to enable Peninsula to complete stage one construction and commence production at its Lance ISR projects in Wyoming. The funding arrangements include a A$16.8 million (US$13.68m) institutional placement, a A$52.6 million (US$42.8m) accelerated renounceable entitlement offer and a US$15 million debt facility. Perth corporate partner Matthew Johnson led the transaction.

Clifford Chance has advised NYSE-listed Apache Corp in respect of the sale of its interests in the Wheatstone and Kitimat LNG projects to ASX-listed Woodside Petroleum Ltd for US$2.75 billion. The Houston-headquartered oil and gas exploration and production company has agreed to sell its interests in Wheatstone LNG in Western Australia and in Kitimat LNG in Alaska, along with accompanying upstream oil and gas reserves, to Woodside. Partner Michael Lishman, assisted by Apache relationship partner and senior litigation partner Ben Luscombe, corporate partners Justin Harris and Dave Poddar, led the transaction.

Clifford Chance has also advised BAIC Motor Corp Ltd in respect of its US$1.42 billion H-share listing on the HKSE. A total of 1.24 billion shares were offered at HK$8.90 (US$1.15) per share, raising HK$11.03 billion (US$1.42b). Proceeds will be used for investment into production facilities, new car development and to pay down debts. BAIC Motor, a subsidiary of Beijing Automotive Group Co Ltd, is China’s fifth-largest domestic carmaker and is partially owned by Germany’s Daimler AG which holds a 12 percent stake. Beijing corporate partners Tim Wang and Jean Yu, supported by Hong Kong partner Fang Liu, led the transaction.

Clyde & Co has advised publicly-listed Kingspan Group, a global leader in high performance building materials, in respect of its addition to its existing operations in the Middle East with the acquisition of PAL Middle East. The transaction involved the acquisition of multiple entities in Dubai and the Indian subcontinent. Abu Dhabi regional head of corporate Niall O’Toole led the transaction.

Davis Polk has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and another investment bank as representatives of the underwriters in respect of JD.com Inc’s secondary offering of approximately 26 million American Depositary Shares, each representing two Class A ordinary shares. The selling shareholders include certain DST Global funds, a fund managed by Hillhouse Capital and a company controlled by a Capital Today China Growth fund. Total proceeds of the secondary offering were approximately US$619 million. The ADSs are listed on the NASDAQ Global Select Market. JD.com is the leading online direct sales company in China. The company provided same-day delivery in 130 counties and districts under its 211 program and next-day delivery in another 815 counties and districts across China as of 30 September 2014. Partners James C Lin and John D Paton led the transaction. JD.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Zhong Lun Law Firm as to PRC law and Maples and Calder as to Cayman Islands law. The underwriters were advised by Jun He Law Offices as to PRC law.

Davis Polk has also advised the initial purchasers, comprising of Credit Suisse Securities (Europe) Ltd, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corp Ltd, JP Morgan Securities plc, VTB Capital plc and another investment bank, in respect of a US$250 million Regulation S offering by HKSE-listed Logan Property Holdings Company Ltd of its 9.75 percent high-yield notes due 2017. Shenzhen-based Logan is a property developer with projects in 13 cities in China and a focus on the development of residential properties targeted at first-time homebuyers and upgraders. Partners William F Barron and John D Paton led the transaction whilst Haiwen Partners advised as to PRC law. Logan Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Conyers, Dill & Pearman as to BVI and Cayman Islands laws and Commerce & Finance Law Offices as to PRC law.

Deacons has advised China Merchants Securities (HK) Co Ltd, as the sole sponsor, and the underwriters in respect of the Main Board IPO of Canvest Environmental Protection Group Company Ltd. Launched on 15 December 2014, the IPO is expected to raise up to HK$1.165 billion (US$150.25m), subject to the exercise of over-allotment option. Canvest Environmental Protection is a leading pure play waste-to-energy provider focused solely on the development, management and operation of waste-to-energy plants in the PRC. The company is expected to list on the Main Board of the HKSE on 29 December 2014. Corporate finance partner Ronny Chow led the transaction. King & Wood Mallesons acted as Hong Kong counsel for Canvest Environmental Protection.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised on the merger of PT Bank Himpunan Saudara 1906 Tbk (Bank Saudara) with PT Bank Woori Indonesia (Bank Woori), the lending arm of Woori Financial Group, one of South Korea’s largest financial holding companies. The merger allows Woori Bank Korea to own 66.65 percent of Bank Saudara within a year after its acquisition of 33 percent of shares of Bank Saudara in early 2014. Woori Bank Korea will be the first financial institution in Indonesia allowed to exceed the 40 percent limit after the issuance of Bank Indonesia’s Regulation No. 14/8/PBI/2012 on Limitations of Ownership in Banks. Woori Bank Korea is utilizing an exemption provided by Article 15 of the regulation to own beyond the 40 percent limit due to the conversion of the merger. Without the merger, Woori Bank Korea would have to wait for at least 18 months before it would be allowed to own more than 40 percent of Bank Saudara. Partner Erwandi Hendarta and Indah N Respati led the transaction.

Hogan Lovells has advised the underwriters, which include UBS AG Hong Kong Branch, DBS Asia Capital Ltd and CIMB Securities Ltd, in respect of the US$261 million Hong Kong IPO and Rule 144A placing of Nirvana Asia Ltd, the largest integrated death care service provider in Asia. Hong Kong-based partner Jamie Barr and US securities partner Thomas Tarala led the transaction.

J Sagar Associates has advised First Carlyle Ventures III (The Carlyle Group) in respect of its purchase of 54.8 percent equity shares of Newgen Knowledge Works Private Ltd from the exiting PE investors Aureos South Asia Fund (Holdings) LLC, ePlanet Ventures Mauritius Ltd and Franklin Templeton Asset Management (India) Private Ltd. Newgen Knowledge Works is an integrated publishing and data services company combining traditional typesetting skills with ePublishing technologies. It offers typesetting, art work, scanning, indexing, pagination, editing and project management for the publishing industry and data conversion services for both the publishing and non-publishing segments. The company was founded in 1996 and is based in Chennai, Tamil Nadu. Partner Aarthi Sivanandh led the transaction. Aureos South Asia Fund (Holdings) LLC was represented by Khaitan & Co; Franklin Templeton Asset Management (India) Private Ltd was represented by BMR Legal. The company and promoter were represented by Universal Legal.

J Sagar Associates has also advised Symphony Teleca India Corp Private Ltd in respect of its acquisition of significant shareholding of Aditi Technologies Private Ltd. Symphony Teleca delivers innovative SaaS / Cloud enterprise software products, mobile software products and solutions, big data and analytic services and solutions and integrated demand-side solutions that combine all of these capabilities. Aditi specializes in cloud technologies and services and has around 300 shareholders, comprising of non-residents, non-resident Indians, (erstwhile) overseas corporate bodies and resident shareholders. Acquisition of shares from these shareholders are governed, inter alia, by India’s exchange control regulations. Since the deal involved payment of earnout and creation of indemnity escrow accounts, approval from the RBI was obtained. Purchase of the remaining shares is expected in the next few months, once regulatory approval for the same is obtained. Partners Vivek K Chandy, Raj Ramachandran and Malini Raju led the transaction. Symphony Teleca was also represented by Orrick, since Aditi has operations in the USA and the UK. Aditi was represented by Nishith Desai Associates Bangalore.

Khaitan & Co has advised Maharashtra Hybrid Seeds Co Ltd (Mahyco) in respect of its acquisition of controlling stake in three seed companies, namely Quton Seed Company Private Ltd, Quton Ltd and Quton Tanzania Ltd (Zimbabwe, Malawi and Tanzania). Mahyco is one of the largest seed companies and is a pioneer of high quality hybrid and open pollinated seed. It is focused on research and development, production, processing and marketing of seeds for India’s farming fraternity. Partner Haigreve Khaitan and associate partner Iqbal Khan led the transaction.

Khaitan & Co has also advised Oman India Joint Investment Fund (OIJIF) in respect of its investment of approximately US$15.8 million in equity share capital of GSP Crop Science Private Ltd. OIJIF is a joint venture between State Bank of India and State General Reserve Fund. Associate partner Niren Patel led the transaction.

Kirkland & Ellis has represented NYSE-listed Qihoo 360 Technology Co Ltd, a leading Internet company in China, in respect of forming a strategic partnership with HKSE-listed Coolpad Group Ltd, a leading smartphone company in China, by investing US$409.05 million for a 45 percent equity interest in Coolpad Ecommerce Inc, a wholly-owned subsidiary of Coolpad. The JV will primarily focus on mobile terminal products distributed through internet as the primary channel. The JV will leverage on Coolpad’s extensive experience in smartphone design, manufacturing, supply chain management and aftermarket services while benefiting from Qihoo 360’s strong capability in mobile app development and online marketing. The JV will market smartphones under “Dazen” brand, one of the leading e-commerce smartphone brands in China. Hong Kong corporate partners David Zhang and Frank Sun, with Hong Kong corporate partner Jamii Quoc and Chicago intellectual property partner Min Wang, led the transaction which was signed on 16 December 2014.

The Law Office of Salman M Al-Sudairi, in association with Latham & Watkins, has advised the Saudi Arabian Mining Company (Ma’aden) in respect of a US$1.5 billion rights issue with an offering price of SAR23 (US$6.12) per share, representing a 26.3 percent increase in Ma’aden’s share capital which now stands at more than SAR11.5 billion (US$3.06b). Ma’aden is the largest mining company in the Middle East and among the world’s fastest growing. The issue represents one of the largest rights issues ever in the Middle East and one of the few under the new tradable rights framework in the Kingdom of Saudi Arabia. This deal is one of the few issuances under the new tradable rights framework in Saudi Arabia and the first where shares were offered at a premium instead of at par. Only registered shareholders receive these rights, which grant their holder the eligibility to either subscribe to one new share at the offer price or trade such right on the Saudi Stock Exchange (Tadawul) pursuant to the new tradable rights framework. HSBC Saudi Arabia acted as financial advisor and lead manager. Partner Salman Al-Sudairi, with partner Sami Al-Louzi, led the transaction.

Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of ‘Big Cinemas’, the multiplex business house of Reliance Mediaworks led by Reliance Group. The deal value is INR700 crores (US$110.5m). Mumbai-based Carnival Cinemas operates multiplexes across India. The transaction will skyrocket Carnival’s total screens to over 300, making it the third largest multiplex operator in the country behind PVR and Inox Leisure. Partner Rukshad Davar led the transaction. J Sagar Associates, led by partners Akshay Chudasama, Jay Gandhi and Gaurav Singhi, advised Reliance MediaWorks.

Norton Rose Fulbright has advised Renhe Commercial Holdings Company Ltd in respect of its “trilogy” transactions which consist of proposed rights issue, bank financing and tender offers. Once completed, the rights issue will be the first to be conducted by an eligible HKSE issuer since the commencement of the Shanghai-Hong Kong Stock Connect (SHKSC). Renhe’s “trilogy” transactions, one of the first of its kind in the capital markets, are inter-conditionally structured. The rights issue is conditional upon certain conditions in the tender offers being fulfilled or waived; the issuance of the loans is conditional upon the tender offers and rights issue; and the financing of the tender offers by way of a combination of syndicated and bilateral loans is based on the utility of proceeds raised from the rights issue and the loans. Renhe was one of the selected eligible HKSE issuers whose securities are eligible for southbound trading through the SHKSC which commenced on 17 November 2014. The rights issue, when completed, will be the first rights issue conducted by an eligible HKSE issuer since the commencement of the SHKSC. The gross proceeds of the rights issue amounted to approximately US$436 million and are fully underwritten by Haitong International Securities Company Ltd. Hong Kong corporate partner Psyche Tai, assisted by partner Peter Haslam, led the transaction. Mayer Brown JSM, Davis Polk & Wardwell, Sidley Austin, Allen & Overy, Jingtian & Gongcheng, Walkers Global and Conyers Dill & Pearman also advised on the transaction.

Norton Rose Fulbright has also advised HSBC, Morgan Stanley, Deutsche Bank, CITIC Securities and UBS as joint sponsors, joint global coordinators and joint book-runners in respect of BAIC Motor Corp Ltd’s HK$12.1 billion (US$1.56b) global offering and its IPO on the Main Board of the HKSE. BAIC Motor is the fifth-largest domestic carmaker in China and will be the second-largest passenger vehicles manufacturer listed on the HKSE. Its businesses in China cover the proprietary brand of Beijing Motor, the premier passenger vehicle brand of Mercedes-Benz and the mid to high-end brand of Beijing Hyundai’s through its joint venture with Hyundai Motor. The dealings in BAIC Motor’s H Shares on the HKSE commenced on 19 December 2014. Hong Kong corporate partners Psyche Tai and Winnie Chan led the transaction.

Orrick, Herrington & Sutcliffe is representing Zhejiang Jiayuan Real Estate Group (Jiayuan Group) in respect of its acquisition of Jiangsu Five Star Appliance Co Ltd from NYSE-listed Best Buy Co Inc, the world’s largest consumer electronics chain. Jiangsu Five Star, a China division of Best Buy, is the fourth-largest appliance and consumer electronics retailer with 184 stores located in Jiangsu, Anhui, Zhejiang, Shandong, Henan, Sichuan and Yunnan. The acquisition show an expansion of Jiayuan Group, one of the largest real estate groups operating in 20 cities across China. Jiayuan Group will benefit from Jiangsu Five Star’s retail network for supporting and strengthening its commercial real estate development. The transaction also marks Best Buy’s exit from the China market, without affecting its continuous investment in other China-based private label operations. The deal, which is subject to regulatory approval, is expected to close in the first quarter of 2016. Shanghai corporate partner Jeffrey Sun is leading the transaction.

Simpson Thacher’s Hong Kong office has represented Alibaba Group Holding Ltd in respect of its US$50 million further investment in Momo Inc as part of a concurrent private placement with Momo’s NASDAQ IPO. Alibaba Investment Ltd, a wholly-owned subsidiary of Alibaba Group, purchased approximately 7.4 million Class A ordinary shares from Momo at a price per share equal to the IPO price adjusted to reflect the ADS-to-ordinary share ratio for approximately US$50 million. Alibaba Group is the largest online and mobile commerce company in the world in terms of gross merchandise volume. In the twelve months ended 30 September 2014, its China retail marketplaces generated US$328 billion of GMV. Momo is a mobile-based social networking platform in China. Alibaba Group made its previous investments in Momo in 2012 and 2013. After this further investment, Alibaba Group holds a 20.8 percent equity interest in Momo. Partner Leiming Chen led the transaction.

Simpson Thacher is also representing Blackstone’s Tactical Opportunities Fund in respect of its S$367 million (US$278.9m) investment, made alongside investments from CIMB Bank Berhad, Labuan Offshore Branch and City Developments Ltd (CDL), in a platform that will invest in the cashflows of CDL’s properties in Sentosa Cove, Singapore called the Quayside Collection. The Quayside Collection, an upscale integrated development on the resort island of Sentosa, comprises the 5-star W Singapore – Sentosa Cove Hotel, Quayside Isle (a waterfront F&B and retail property) and condominium apartments at The Residences at W Singapore – Sentosa Cove. Partner Anthony King is leading the transaction.

Skadden has represented Tuniu Corp, a Chinese online leisure travel company, in respect of the issuance and sale of US$148 million newly issued class A ordinary shares to a group of investors consisting of JD.com E-commerce (Investment) Hong Kong Corp Ltd (a special purpose vehicle of JD.com Inc), Ctrip Investment Holding Ltd (a subsidiary of Ctrip.com International Ltd), Unicorn Riches Ltd (a special purpose vehicle of Hony Capital) and the respective personal holding companies of Tuniu’s chief executive officer and chief operating officer. Hong Kong corporate partners Julie Gao and Will Cai led the transaction which was announced on 15 December 2014.

Skadden has also represented Credit Suisse as solicitation agent in respect of the high yield bonds consent solicitation by HKSE-listed PRC real estate developer Powerlong Real Estate Holdings Ltd. The consent solicitation involved amendments to the restricted payment covenants under the indentures governing the company’s US$250 million principal amount of 11.25 percent senior notes due 2018 and RMB800 million (US$128.6m) principal amount of 9.5 percent senior notes due 2016. Hong Kong corporate partner Edward Lam led the transaction which closed on 12 December 2014.

SSEK Indonesian Legal Consultants, a Jakarta-based full-service corporate and commercial law firm, has advised Rolls-Royce on all Indonesian aspects in respect of its US$1.2 billion global sale of its energy gas turbine and compressor business to Siemens. Rolls-Royce Plc had a presence in Indonesia through its subsidiary Rolls-Royce Industrial Power Engineering (Overseas Projects) Ltd which, since 2012, had a Foreign Construction Services Company Representative Office in the country. Partner Ira A Eddymurthy led the transaction whilst Addleshaw Goddard acted as primary counsel.

SSEK has also acted as sole counsel to Thai Containers Group Co Ltd in respect of its US$6.1 million acquisition of PT Indoris Printingdo, an Indonesian box and packaging manufacturer. A subsidiary of SCG Paper, Thai Containers Group is the largest corrugated containers manufacturer in Southeast Asia. Partner Fahrul S Yusuf led the transaction.

Sullivan & Cromwell has represented China Investment Corp (China), CITIC Capital (Hong Kong) and Boyu Capital (China) in respect of their sale of secondary shares in Alibaba Group Holding Ltd (China) resulting in approximately US$1.4 billion in aggregate proceeds. Corporate partners Alexandra D Korry (New York) and Chun Wei (Hong Kong) led the transaction which was completed on 18 September 2014.

Sullivan & Cromwell is also representing Lion Capital and Bumble Bee Foods LLC in respect of Bumble Bee’s acquisition by Thai Union Frozen Products Public Company Ltd (TUF) from Lion Capital for US$ 1.51 billion. TUF is the world’s largest processor of shelf-stable tuna products. Bumble Bee Foods, North America’s largest branded shelf-stable seafood company, is privately owned by Pan-Atlantic private equity firm Lion Capital. The acquisition will allow Thai Union Group to improve operating efficiencies in raw material sourcing and production, as well as advancing in innovation and new product development, particularly in North American markets. For Bumble Bee Foods, combining the business with Thai Union Group will lower costs, improve efficiency and create the global leader in the shelf-stable seafood space. Completion of the acquisition is expected in the second half of 2015, subject to clearance by the US antitrust authorities and other closing conditions. Chairman Joseph C Shenker and partner Krishna Veeraraghavan are leading the transaction which was announced on 19 December 2014.

Weerawong, Chinnavat & Peangpanor Ltd has advised Nomura Asia Investment (Singapore) Pte Ltd in respect of a voluntary tender offer of the shares of Capital Nomura Securities Public Company Ltd (CNS), an equity affiliate located in Bangkok. The Nomura Group launched the tender offer with the intention of making CNS a consolidated subsidiary. CNS has 25 branch offices in Thailand and conducts a growing securities business which includes retail and wholesale functions with a wide range of clients. In recent years, CNS has pursued expansion into surrounding countries, such as Laos, Myanmar and Cambodia, where growth is expected to accelerate. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction which was valued at approximately β3.36 billion (US$102.2m).

Weerawong, Chinnavat and Peangpanor Ltd. advised E for L Aim Public Company Limited in the THB 3,400 million financing obtained from the syndication of KASIKORNBANK Public Company Limited and CIMB Thai Bank Public Company Limited for the acquisition of the entire shares of Wuttisak Clinic Inter Group Company Limited (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. WCIG has 120 branches in Thailand as well as 11 franchised branches in Lao PDR, Cambodia, Vietnam and Myanmar. The deal closed on December 4, 2014. The transaction was led by Passawan Navanithikul, Partner and Nattaporn Pengkul, Senior Associate.

Weil, Gotshal & Manges is representing Hahn & Company, a South Korea-based private equity firm, in respect of its pending acquisition with Hankook Tire Co Ltd of an approximately 70 percent stake in Halla Visteon Climate Control Corp from Visteon Corp. Asia private equity head Peter Feist is leading the transaction.